Questionnaire. Company Hand Over In Checklist. To be completed, signed and returned before the incorporation of the company 1.

Transcription

1 Questionnaire Company Hand Over In Checklist To be completed, signed and returned before the incorporation of the company 1. 1 Name 2 2 Country in which the company will be registered. 3 Registered Office: Do you wish Pamboridis LLC to provide this service? Yes / No If no, please indicate the address at which the Company s Registered Offices will be situated: 4 Description of main Business Activities Objects: Please provide in details the activities of the Company 5 Will the Company have employees in Cyprus? 6 Will the Company be registered with the VAT Authorities in Cyprus? Yes / No 1 Except where the shareholder or beneficial owner of the company will be company listed in a recognised Stock Exchange or a fund registered with a recognised regulatory body, in all other cases this questionnaire must be completed, signed and returned by each ultimate beneficial owner (natural person)..for companies listed in a recognized Stock Exchange or a fund registered with a recognized regulatory body this questionnaire must be completed, signed and returned by the person(s) that have the power and authority to bind such company or fund. 2 Please note that the request of specific names may delay registration process. We advise that no preference is indicated unless absolutely necessary for the client

2 7 Share capital Authorised Capital: Par value: Issued Capital: 8 Members of the Board of Directors: Do you wish Pamboridis LLC to provide this service? Yes / No If Yes please indicate number and whether physical or juridical person. If no please indicate the names and addresses of the Company s Board of Directors. Name and Addresses: (1) (2) (3) Each director must complete Appendix 1 or 5, as applicable. 9 Company s Secretary: Do you wish Pamboridis LLC to provide this service? If no, please indicate the name and address of the Company Secretary: Yes / No Name and Addresses: The Secretary must complete Appendix 1 or 5, as applicable.

3 10 Registered Shareholders: Do you wish Pamboridis LLC to provide you with Nominee Shareholders? Yes / No If Yes please indicate number. If no please indicate the names and addresses of Shareholders and the number of shares held by each one, whether issued at par or at a premium and whether fully paid up or not. If not fully paid up the amount not paid. Names and Addresses: Number of Shares: Issue Price: Amount not paid: 10.1 Each individual registered shareholder must: Complete the personal questionnaire (Appendix 1) Provide a certified copy of passport (the certification can be by a notary public or Embassy, Consulate or High Commission or a registered Lawyer or reputable accountant or audit firm, duly legalized with apostille). Provide a letter of reference from a bank or from a lawyer or professional adviser (see attached specimens in Appendixes 2 and 3) 10.2 Each corporate registered shareholder must complete Appendix 5 and must provide the documents referred therein. The documents should be either originals with apostille or true copies certified by a notary public or Embassy, Consulate or High Commission or a registered Lawyer or reputable accountant or audit firm duly legalized with apostille. 11 Bank Account: Do you wish our Pamboridis LLC to open a bank account for the Company? Yes / No If yes, please provide details of: (i) Banking Institution (ii) Currency

4 (iii) Signatories (iv) Expected Annual Turnover Additional Questionnaire regarding the opening of a Bank Account of the Company will be forwarded to you. 12 Contact details for Communications regarding the Company: 13 Expected annual turnover (please indicate currency): 14 Authorized Person(s): Please indicate the full name and details of any person that a Shareholder or Ultimate Beneficial Owner (UBO) (natural person), as applicable, might wish to appoint to act for and on behalf of them, to communicate with Pamboridis LLC the Shareholder/Ultimate Beneficial Owner instructions. (i) Name (as it appears on passport): (ii) E mail Address: (iii) Tel no: (iv) Fax no.: (vi) Mobile Kindly note that each such authorized person must fill in, sign and return Appendix 1. The Shareholder(s)/UBO s must fill in, sign and return Appendix Beneficial Owner Please indicate the full name and details of any physical person who shall constitute the ultimate beneficial owner of any shares in the Company indicating also his or hers specific shareholding.

5 Each beneficial owner must complete a separate statement. (Appendix 4) Date: / / By filling in and signing this questionnaire you confirm and declare that the information therein and in the documents requested thereby are to the best of your knowledge, having made due inquiry, true, accurate and correct as at the date hereof. You further undertake that in the event that there are any changes in the information so provided you will promptly notify Pamboridis LLC of the same in writing. (sgd.).. (name) (sgd.).. (name)

6 Appendix 1: Personal Questionnaire for Directors, Secretary, Shareholders and Authorised Persons (Physical Persons) (If insufficient space is provided, please attach a separate sheet of paper.) Name of the Company in connection with which this questionnaire is being completed: 2 Name (as it appears on passport) Gender (Male/Female) Principal residential address* Business address: E Mail address: Home telephone no.: Business telephone no: Fax No.: Mobile no.: Marital Status: *A proof of address is necessary, such as an original utility bill or an original credit card statement not more than six months old. 3 Indicate whether you are completing this questionnaire as a Director, Secretary, Shareholder or Authorised Person. 4 Profession/Occupation Pamboridis LLC reserves the right to request one or two original references, one from a professional (e.g. Attorney or Accountant), and one from a Bank. 5 Percentage of your shareholding (where applicable) 6 Date of Birth:

7 Place of birth (including town, state and country). Nationality: Passport number: Country of issue: Date of expiration: A true copy certified by a notary public or Embassy, Consulate or High Commission or a registered Lawyer or reputable accountant or audit firm duly legalized with apostille must be submitted. Signature specimen 3 : Source of Capital/Assets/Income. Please provide information as to the source of your capital/assets/income: Please provide us with your Curriculum Vitae Have you at any time been convicted of any offence (except a traffic offence, if any) or been subject to sanctions by a judicial, government, professional or other regulatory body? If yes, give full particulars. In carrying out your duties will you be acting on the directions or instructions of any other person? If yes, give full particulars of such person and the nature of their involvement. Are you political exposed person? If yes, give full particulars. Yes/No Yes/No Yes/No 3 Except when the specimen signature is provided before a member of Prudens or Pamboridis LLC specimen signatures should be certified / notarized

8 Date: / / By filling in and signing this questionnaire you confirm and declare that the information therein and in the documents requested thereby are to the best of your knowledge, having made due inquiry, true, accurate and correct as at the date hereof. You further undertake that in the event that there are any changes in the information so provided you will promptly notify Pamboridis LLC of the same in writing. (sgd.).. (name)

9 Appendix 2: Sample of Bank Reference To be submitted for each beneficial owner. Pamboridis LLC reserves the right to request Bank Reference to be submitted by a Shareholder / Director / Authorised Person. Please fax a copy to and send the original to 45 Digeni Akrita Ave., 1070 Nicosia Cyprus. Facsimile copies are only acceptable on an interim basis until the original is received within a reasonable timeframe. [Date] [On letterhead of bank providing reference] To: Pamboridis LLC, 45 Digeni Akrita Ave., 1070 Nicosia, Cyprus Dear Sirs [name of individual] This is to confirm that according to our records the above mentioned individual, whose current address is [address], has been a client of this bank for [number] years and is in good standing with us. I confirm that [name of bank] is a bank regulated in [name of jurisdiction] and that I am duly authorised to provide this letter to you. Yours faithfully [Name] [Title/position]

10 Appendix 3: Sample of Professional Reference To be submitted for each beneficial owner. Pamboridis LLC reserves the right to request Bank Reference to be submitted by a Shareholder / Director / Authorised Person. Please fax a copy to and send the original to 45 Digeni Akrita Ave., 1070 Nicosia Cyprus. Facsimile copies are only acceptable on an interim basis until the original is received within a reasonable timeframe. [Date] To: [On letterhead of law firm or accounting firm providing reference] Pamboridis LLC, 45 Digeni Akrita Ave., 1070 Nicosia, Cyprus Dear Sirs [name and address] I confirm that I have known Mr/Mrs for the last year(s) acting for him/her (state capacity in which you have acted) (and also acted for him/her in relation to (give name of company) and that the above address is the address shown in our records for him/her. I confirm that I know him/her to be a person of integrity, honesty and good character and that there is no reason why you should not act on his/her behalf or provide business service to him/her or (give name of company). I further confirm that: a) I am not aware that he/she has ever been declared bankrupt in any part of the world or that he/she has a criminal record in any part of the world, and b) I am not aware that (give name of company) has been declared insolvent or unable to meet its obligations in any part of the world. In my opinion Mr/Mrs would not enter into any transaction which he/she would be unable to complete. I also believe that he/she has legitimate personal funds and that all funds received from him/her or (give name of company) are legitimate. Yours truly (Professional capacity)

11 Appendix 4: Declaration of Ultimate Beneficial Owner A separate Form Appendix 4 like the present should be filled in by each Ultimate Beneficial Owner. Please give full details below of each one of the Ultimate Beneficial Owners of the Company. Kindly note that the following information and declaration is required for our own files, and that in the event that we are required to open a bank account will be disclosed to the bank at which the company will open such bank account. Please fill in the complete form and then send it to us by fax or e mail with the original to follow, along with the requested additional documents (copy of passport, utility bill, reference letters and Curriculum Vitae). a. Name (as it appears on passport): b. Principal residential address*: Business address: E Mail address: Home telephone no.: Business telephone no: Fax No.: Mobile no.: * A proof of address is necessary, such as an original utility bill or an original credit card statement not more than six months old. c. Passport Number*: Country of Issue: Date of expiration: Date of Birth: Place of Birth (including town, state and country).: Nationality:

12 Marital Status: *A true copy of the passport, certified by a notary public or Embassy, Consulate or High Commission or a registered Lawyer or reputable accountant or audit firm duly legalized with apostille, must be submitted. d. Profession/occupation: Two original reference letters, one from a professional (e.g. Attorney or Accountant), and one from a Bank, must be sent to us. e. Source of Capital/Assets/Income. Please provide information as to the source of your capital/assets/income: Please provide us with your Curriculum Vitae. f. Have you at any time been convicted of any offence (except a traffic offence, if any) or been subject to sanctions by a judicial, government, professional or other regulatory body? If yes, give full particulars. g. In carrying out your duties will you be acting on the directions or instructions of any other person? If yes, give full particulars of such person and the nature of their involvement. h. Are you political exposed person? If yes, give full particulars. i. Percentage of your shareholding:

13 j. Signature specimen 4 By filling in and signing this form you confirm and declare that: a) You have not been engaged in or have benefited from criminal conduct in any part of the world and funds which are subject to the proposed arrangement do not wholly or in part directly or indirectly represent the proceeds of criminal conduct. b) The information therein and in the documents requested thereby are to the best of your knowledge, having made due inquiry, true, accurate and correct as at the date hereof. You further undertake that in the event that there are any changes in the information so provided you will promptly notify Pamboridis LLC of the same in writing Signature: Full Name: Date: 4 Except when the specimen signature is provided before a member of Prudens or Pamboridis LLC specimen signatures should be certified / notarized

14 Appendix 5: Due Diligence Form for Corporate Shareholders / Directors / Secretaries / Legal Entities (Companies/Trusts/Partnerships) This form must be completed and signed by each entity (not a natural person) who is: 1. Involved in the ownership chain, which begins with the intended owners of the shares in the relevant Company and ends with all ultimate beneficial owners leading up to natural person(s) or a publicly quoted company, whether in the capacity of a (i) registered/direct shareholder and/or (ii) intermediate beneficial owner or (iii) ultimate beneficial owner of the Company (if a publicly quoted company) 2. A director or other officer and/or authorized signatory or who will control, manage or direct the management of the Company. a Registered Name of Entity: b Type of Entity: c Jursidction of Formation: d Registration No.: Date of Formation: e Main Business Activities: f If a publicly quoted company: Name of Stock Exchange: Listing symbol: g If a limited company (not listed in a Stock Exchange): Names of registered/direct shareholder(s) & Percentage of shares: Names of ultimate beneficial owner(s) &

15 Percentage of shares: h If a trust: Name & type of settlor(s): Address of settlor(s): Nationality of settlor(s): Occupation of settlor(s): Name & type of trustee(s): Name & type of beneficiary(ies): Address of beneficiary(ies): Nationality of beneficiary(ies): Occupation of beneficiary(ies): i If a partnership: Name & type of general partner(s): (a general partner is a partner who participates fully in the profits, losses and management of a partnership and who is personally liable (i.e. jointly and severally with other general partners) for the partnership debts.) Contact Details Registered Office Address: Telephone No.: Fax No.: Address: Documents Checklist: In addition to this form, please submit the following: 1 If Publicly Quoted Company Evidence of Listing

16 Evidence as to who is authorised to bind the Company 2 If Limited Company Memorandum and Articles of Association Certificate of Incorporation Certificate of Good Standing Certificate of Incumbency Group Structure A signed statement listing with regard to the corporate entity: Its line of business and principal activities carried out, its products, services etc.; Its sources of capital; Where it maintains offices; Its number of employees; Its latest annual turnover and profit; The name and contact details of its auditors, lawyers or other professional advisors Its telephone & fax numbers, and website (if any) 3 If Trust The Trust Deed Certificate of Registration 4 If Partnership The Partnership Agreement Evidence on the person(s) that bind the Partnership All documents should be either originals with apostille or true copies certified by a notary public or Embassy, Consulate or High Commission or a registered Lawyer or reputable accountant or audit firm duly legalized with apostille. By signing this form you confirm and declare that: a) You must have not been engaged in or have benefited from criminal conduct in any part of the world and funds which are subject to the proposed arrangement do not wholly or in part directly or indirectly represent the proceeds of criminal conduct. b) The information therein and in the documents requested thereby are to the best of your knowledge, having made due inquiry, true, accurate and correct as at the date hereof. You further undertake that in the event that there are any changes in the information so provided you will promptly notify Pambordis LLC of the same in writing.

17 Signed: Full Name: Capacity: Date:

18 Appendix 6: Each Ultimate Beneficial Owner must review the below list and indicate, through signing the relevant box below, on what matters Pamboridis LLC can receive and act on instructions sent from his/her appointed authorized person. DESCRIPTION INTRUCTIONS BY (please indicate in each line the full name of UBO and/or authorized person) Preparation of all relevant documents including resolutions and forms regarding the change of the Company s Registered Office, submission of the relevant forms at the Registrar of Companies for and issuance of new certificate of Registered Office Preparation of all relevant documents including resolutions and forms regarding the change of the Company s Officers, submission of the relevant forms at the Registrar of Companies, for and issuance of anew certificate of Directors and Secretary Preparation of all relevant documents including resolutions and forms regarding the change in the Company s Shareholders, submission of the relevant forms at the Registrar of Companies for and issuance of new certificate of Shareholders Preparation and submission of the Annual Returns to the Office of the Registrar of Companies Drafting of resolution and preparation and submission of the necessary forms for the change of nominal capital at the Registrar of Companies and issuance of new certificate of Capital Preparation and submission of necessary forms for the changes in the Company s Issued capital to the Registrar of Companies and issuance of new certificate of shareholders Preparation and submission of necessary forms for the split or reverse split of Company s Capital to the Registrar of Companies and issuance of a new certificate of Capital Registration of floating charge Preparation and submission of application for the approval of a new company name at the Registrar

19 of Companies and issuance of a new certificate for the Company s name Applying for and obtaining Certificate of Incorporation from the Registrar of Companies Applying for and obtaining Certificate of Directors and Secretary from the Registrar of Companies Applying for and obtaining Certificate of Shareholders from the Registrar of Companies Applying for and obtaining Certificate of Registered Office from the Registrar of Companies Applying for and obtaining Certificate of Good Standing from the Registrar of Companies Applying for and obtaining Certificate of Capital from the Registrar of Companies Applying for and obtaining Certificate of Change of Name from the Registrar of Companies Applying for and obtaining a certified copy of the Memorandum and Articles of Association from the Registrar of Companies Legalize all of any of above certificates and any other certificate needed by apostille Performing an electronic company search on the Registrar of Companies website, which will indicate the current status of the company Performing a full company search regarding the whole history of the company from its date of incorporation to date Drafting of necessary resolutions and preparation and submission of necessary forms to the Registrar of Companies for the striking off of a Company. Drafting of necessary resolutions and other documents, and preparation and submission of necessary forms and accounts to the Registrar of Companies for the liquidation of a Company and undertaking of the liquidation process. Translating in English or/and Greek all of the documents obtained from the Company Applying for the dissolution of the Company and undertake the dissolution process Preparation of documents and liaising with bank for the opening of bank account Preparation of documents and liaising with bank for the opening of bank account Appointing bank account signatories Preparing the payment/ transfer orders and submitting them to bank for execution Preparation and submission of necessary documents for the renewal of Bank Data regarding

20 account Preparation and submission of bank documents required for the issuance of credit/ debit cards Preparation and provision of bank reference letter Attendance at Board Meeting and taking minutes thereof Attendance at Annual General Meeting/ Extraordinary General Meeting dated and taking minutes thereof Drafting, execution of Power of Attorney having it certification by a certifying officer and legalization (apostille) Drafting of amendments to the Articles of Association and of the resolution for the approval of such amendments and submission of resolution and required documents to the Registrar of Companies for the amendments of the Articles of Association Drafting and signing of new trust deeds and other necessary documents Drafting and execution and legalized with Apostille of Certificate of Incumbency Drafting of the application and necessary confirmation letter and submitting them to the Tax authorities for the issuance of a Tax Residency Certificate Drafting and signing of Dividend Certificates Provision of Company stamp Provision of Corporate Register Drafting and signing of Affidavit before the Court and Legalisation (apostille) of Memorandum and Articles of Association Completing the certification by a Certifying Officer Drafting and submission of application for the registration of the company with the Tax Authorities Drafting and submission of application for the issuance of a Tax Residency certificate Drafting and submitting application for the registration of the company with the VAT Authority Drafting and submitting application for double tax avoidance with Tax Authority Drafting and submitting application for registration with VIES

21 Drafting and submitting application for registration with Intrastat Drafting and submitting application for issuance of Double Taxation certificate Request for mail forwarding services Annually Request for mail forwarding fees every six months Provide Accounting and book keeping fees and audit support [Add any other matters that you deem appropriate] NOTE: Pamboridis LLC reserves the right to request from the Ultimate Beneficial Owner confirmation of any instructions received from an authorized person and/or refer any matter to the ultimate Beneficial Owner, if in Pamboridis LLC view this is appropriate or required. Date: